AUDEME TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale (the “Agreement”) shall govern the rights and obligations of the parties with respect to the sale of products from Audeme LLC, a California limited liability company (the “Seller”), to a party placing an order from Seller (the “Buyer”), as set forth in the attached invoice. Buyer, by accepting delivery of the products, accepts and agrees to abide by this Agreement. No contractual relationship between Seller and Buyer shall arise until such time as Buyer has placed an order that has been accepted by Seller.

1. Taxes. Prices on the products are exclusive of all city, state, and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by the Buyer.

2. LIMITED WARRANTY. SELLER WARRANTS THE PRODUCTS FOR A PERIOD OF NINETY (90) DAYS FOLLOWING DELIVERY. SELLER’S RESPONSIBILITY UNDER THIS WARRANTY IS LIMITED TO REPLACING DEFECTIVE PRODUCTS. IF SELLER IS UNABLE TO REPLACE THE PRODUCTS, BUYER WILL BE ENTITLED TO A REFUND OF THE AMOUNT PAID BY BUYER FOR THE DEFECTIVE PRODUCTS. SELLER’S WARRANTY LIABILITY SHALL IN NO CASE EXCEED THE ORIGINAL COST OF THE DEFECTIVE PRODUCTS. THIS WARRANTY SHALL BE THE ONLY WARRANTY MADE BY SELLER, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. SELLER DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE PRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE.

3. CLAIMS. BUYER MUST NOTIFY SELLER OF ANY CLAIM OF DEFECT OR ANY OTHER CAUSE WITHIN THIRTY (30) DAYS AFTER DELIVERY OF THE PRODUCTS. IF BUYER FAILS TO GIVE NOTICE OF A CLAIM WITHIN SUCH TIME PERIOD, BUYER EXPRESSLY WAIVES ANY SUCH CLAIMS. BUYER UNDERSTANDS THAT ANY FAILURE TO NOTIFY SELLER OF A CLAIM WITHIN SUCH THIRTY (30) DAY PERIOD SHALL BE DEEMED A COMPLETE DISCHARGE OF SELLER’S OBLIGATIONS AND THAT BUYER SHALL THEREAFTER HAVE NO REMEDY AGAINST SELLER. 4. Security Interest. Seller shall retain a purchase money security interest in the products (as defined in the Uniform Commercial Code) until Buyer has made complete payment for the products, notwithstanding any prior delivery of the products by Seller to Buyer. Buyer hereby agrees, upon the request of Seller, to join with Seller in executing one or more financing statements pursuant to the Uniform Commercial Code in form satisfactory to Seller.

5. Liability Limitation. Seller’s liability under this Agreement shall not exceed the amounts paid by Buyer for the products. SELLER SHALL IN NO EVENT BE LIABLE FOR ANY LOSS OF PROFITS; LOSS OF USE OF FACILITIES, EQUIPMENT, OR SOFTWARE; OR OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES.

6. Use of Products. It is understood and agreed that use of Seller’s products shall be fully at the risk of Buyer. Without limiting the foregoing, Buyer represents and agrees that the products will be used solely for personal purposes, and not for any business, industrial, or commercial purpose, or other applications involving potential risks of death, personal injury, or property or environmental damage, including but not limited to medical or life support applications, or use in aircraft, aircraft devices, or aircraft systems.

7. No License. Products or any parts thereof sold hereunder may be protected by intellectual property rights of Seller, including, but not limited to, rights under issued and pending patents, mask work rights, copyright rights, trademark rights and trade secret rights. Neither the sale of products or any parts thereof hereunder nor the provision by Seller of any supporting or related documentation, technical information or advice shall confer on Buyer any license, express or implied, under any intellectual property rights of Seller.

8. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties, relating to the subject matter contained in this Agreement, which are not fully expressed herein.

9. Amendments. This Agreement may be amended only by a written amendment signed by each of the parties. The terms and conditions of any purchase order or similar document issued by Buyer shall not be binding against Seller unless signed by Seller.

10. Binding Effect. All terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the respective assigns and successors of the parties; provided, however that Buyer may not assign this Agreement or any part thereof without the prior written consent of Seller.

11. Notices. All notices required or permitted by this Agreement shall be in writing and shall be addressed to the parties at the respective addresses specified on the foregoing invoice form. Notice shall be sufficiently given for all purposes as follows: (a) when personally delivered to the recipient, in which case notice is effective on delivery; (b) when mailed by certified mail, postage prepaid, return receipt requested, in which case notice is effective on receipt if delivery is confirmed by a return receipt; or (c) when delivered by overnight delivery service, charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service. Either party may change its address by giving written notice thereof to the other party in accordance with the provisions of this paragraph.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

13. Waiver. The waiver by Seller of any provision of this Agreement shall not be deemed to be a waiver of any other provisions hereof or of any subsequent breach by Buyer of the same or other provisions. The consent or approval by Seller of any act taken by Buyer shall not be deemed to render unnecessary the obtaining of Seller’s consent to or approval of any subsequent similar act by Buyer.

14. Severable. Any provision of this Agreement that shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect.